Pall (PLL)

Section 6.1 Appointment of Committee. The Board of Directors shall appoint a Committee of not less than three nor more than five persons who shall serve at the pleasure of said Board. Any vacancy in the Committee arising by death, resignation or otherwise shall be filled by the Board of Directors.

Section
6.2 Duties and Powers of the Committee. The Committee shall be responsible
for the control and management of the operation and administration of the
Plan and the proper execution of its provisions. It shall also be responsible
for the construction of the Plan and the determination of all questions arising
hereunder. It shall maintain all necessary books of accounts and records.
In furtherance of the foregoing, the Committee shall have the sole power
and responsibility (i) to establish, interpret, enforce, amend and revoke
from time to time such rules and regulations for the administration of the
Plan and the conduct of its business as it deems appropriate, provided such
rules and regulations are uniformly applicable to all persons similarly situated,
(ii) to receive and approve or disapprove (where approval is required) elections
of Members and Former Members to receive benefits, to otherwise determine
the

entitlement of Members, Former Members
and their spouses and beneficiaries to benefits under the Plan and to decide
any disputes which may arise relative
to the rights of the Members, Former Members and their spouses and beneficiaries
with respect to such benefits, and (iii) to keep all appropriate records
and data pertaining to the interests of the Members, Former Members and
their spouses and beneficiaries in the Plan. Any action which the Committee
is
required or authorized to take shall, to the extent permitted by applicable
law, be final and
binding upon each and every person who is or may become interested in the Plan, provided, however,
that nothing in this Section 6.2 is intended to or shall be deemed or construed
to empower the Committee to deny to any person a pension to which such person
is entitled by the terms of this Plan other than this Section 6.2 or to deprive
any person of the right to a determination by a court of competent jurisdiction
of whether such person is entitled to a pension pursuant to this Plan and of
the amount and other terms of such pension.

Section 6.3 Conduct of Affairs of Committee. The Committee shall hold such meetings upon such notice at such place or places and at such times as it may from time to time deem appropriate. The Committee may act by a majority of its members in office from time to time. The action of such majority may be taken at a meeting of the Committee or pursuant to written consent of such majority without a meeting. It shall elect from time to time one of its own members to act as Chairman and a different person, who may but need not be a member of the Committee, to act as Secretary. It may authorize any one or more of its members to execute and deliver any documents on behalf of the
Committee.

Section 6.4 Expenses and Liability. The expenses of administering the Plan shall be paid by the Corporation. The members of the Committee shall serve without compensation for their services as such, but shall be reimbursed by the Corporation for any expenses they may individually or collectively incur in the performance of their duties hereunder. No member of the Committee shall be personally liable for anything done or omitted to be done by him unless it shall have been judicially determined that the member failed to perform his duties under the Plan in good faith and in a prudent manner.

Section
6.5 Indemnification of Committee Members. The Corporation shall,
to the maximum extent permitted under applicable law, indemnify each member
of the Committee from and against any and all claims, actions, demands, losses,
damages, expenses and liabilities

arising from any act or omission
of the member in connection with the performance of his duties hereunder
and for
which the member is not reimbursed or otherwise made whole under
any contract or contracts of insurance maintained by the Corporation for
the
purpose
of indemnifying the member from and against any and all such claims,
actions, demands, losses, damages, expenses and liabilities which may arise
therefrom.
Such indemnification shall include attorneys’ fees and all other costs
and expenses reasonably incurred by the member in defense of any claim
or action brought or asserted against him arising from such act or omission.
Notwithstanding
the foregoing, the Corporation shall not indemnify any member of the
Committee with respect to any claims, actions, demands, losses, damages, expenses
and liabilities
arising from any act or omission of the member with respect to the performance
of his duties hereunder if such act or omission is deemed by the Corporation
to constitute gross negligence, willful misconduct, criminal conduct
or
dealing with the Plan for his own benefit or for his own account.

Section 6.6 Claims Procedure. A Member, Former Member, spouse or beneficiary may claim any benefits under the Plan which such person believes is properly payable pursuant to the provisions of the Plan by filing an application therefor. Such claim shall be filed with the Committee on a form approved by it. The claim shall be approved or denied by the Committee within ninety (90) days after the claim was filed. If the Committee in its sole discretion determines that special circumstances exist which require an extension of time to process the claim, the Committee shall (i) give the claimant written notice, within ninety (90) days after the claim was filed, specifying the special
circumstances and the expected date of a decision on the claim and (ii) approve or deny the claim within 180 days after the claim was filed.

If
the claim is denied in full or in part, the claimant shall be given written
notice setting forth, in a manner calculated to be understood by the claimant,
(i) the specific reason or reasons for such denial, (ii) specific reference
to the pertinent provision or provisions of the Plan upon which such denial
was based, (iii) a description of any additional information, documentation
or other material necessary for the claimant to perfect his claim and an
explanation of why such information, documentation or other material is necessary,
and (iv) an explanation of the procedure for obtaining a review of the denial
of the claim. The claimant or

his duly authorized representative
may request a review of the denial of the claim by filing with the secretary
of the Committee
a written request for review within, and only within, the period of sixty
(60) days commencing with the date the denial of the claim was posted by
registered or certified mail to the claimant. The claimant and his duly
authorized representative shall be given a reasonable opportunity to review
the documents
of the Plan and to submit their written issues and comments to the Committee
at any time prior to the expiration of the aforesaid 60-day period.

Within the period of sixty (60) days of the date a request for review of a denial of claim is received by the Committee, the Committee shall consider the request and post its final decision to the claimant by registered or certified mail. In the event that the Committee in its sole discretion determines that a hearing is warranted, and a hearing is held before the Committee (at which hearing the claimant and his duly authorized representative shall be given a reasonable opportunity to present their views), or in the event that the Committee determines that the case otherwise presents special circumstances requiring an extension of time for processing the request for review, the Committee
shall (i) give the claimant written notice of the extension within sixty (60) days after receiving the request for review and (ii) post its final decision to the claimant by registered or certified mail not later than 120 days after the date the request for review was received by the Committee. Such decision shall be written in a manner calculated to be understood by the claimant, and shall fully set forth the reason or reasons for the decision, with specific references to the pertinent provision or provisions of the Plan upon which the decision was based.